Terms and Conditions - Data Layer Monitor

By accepting the terms and conditions or otherwise accessing or using the Data Layer Monitor (the "Service"), provided by Cloud Nine Digital, part of LevelUp Group B.V. ("we", "us", or "our"), you ("Customer", "you", or "your") agree to be bound by these Terms and Conditions ("Terms").

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have full legal authority to bind such entity to these Terms. In such case, "Customer" shall refer to that entity.

If the Customer does not agree to these Terms, the Customer must not access or use the Service.

We may require explicit acceptance of these Terms as a condition for accessing the Service.

For the purposes of these Terms, the following definitions apply:

• "Service" means the Data Layer Monitor provided by us, including all features, functionalities, updates, modifications, and related documentation. We reserve the right to modify, add, or remove features at any time.
• "Subscription" means the paid or trial-based plan under which the Customer is granted access to the Service, as specified in an Order Form or via an online pricing page.
• "Subscription Term" means the period during which the Customer is authorized to access and use the Service.
• "Order Form" means any document, online checkout, or written agreement specifying the applicable Subscription, pricing, usage limits, and other commercial terms.
• "User" means any individual authorized by the Customer to access and use the Service under the Customer's account.
• "Customer Data" means all data, content, and information submitted to, collected by, or processed through the Service by or on behalf of the Customer.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether in written, oral, or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3.1 License Grant

Subject to these Terms and timely payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription term solely for the Customer's internal business purposes.

We reserve the right to modify, suspend, or restrict access to the Service at any time where necessary to protect the Service, enforce these Terms, or ensure compliance with applicable law.

3.2 Account Registration

The Customer must register an account to access the Service and is responsible for ensuring that all information provided is accurate, complete, and up to date.

The Customer is responsible for maintaining the confidentiality of account credentials and for all activities conducted under its account.

The Customer must immediately notify us of any unauthorized access or security breach related to its account.

3.3 Authorized Users

The Customer may authorize Users to access the Service solely within the limits of the applicable Subscription.

The Customer is fully responsible for all acts and omissions of its Users and ensures that all Users comply with these Terms.

We reserve the right to suspend or terminate access for any User who violates these Terms or poses a risk to the Service.

3.4 Acceptable Use

The Customer shall not permit any User or third party to:

• use the Service for any unlawful, fraudulent, or harmful purpose;
• access or use the Service to build, benchmark, or improve a competing product or service;
• copy, reproduce, modify, or create derivative works of the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying models, logic, or algorithms;
• use automated systems (including bots, crawlers, or scripts) to access or extract data from the Service without our prior written consent;
• interfere with, disrupt, or compromise the integrity or performance of the Service or its infrastructure;
• exceed or attempt to bypass any usage limits or technical restrictions;
• resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted.

Any breach of this clause may result in immediate suspension or termination of access to the Service.

Access to the Service is provided under a Subscription or trial arrangement as specified in an Order Form or pricing page.

Each Subscription includes fixed usage limits ("Usage Limits"), which are enforced technically by the Service. These Usage Limits may relate to, among other things, requests, events, processed data volume, or other technical thresholds.

The Customer acknowledges and agrees that:

• Usage Limits are hard caps and cannot be exceeded unless the Customer upgrades to a higher Subscription tier;
• Once Usage Limits are reached, access to the Service or relevant functionality may be automatically restricted or stopped;
• We are not obligated to process any usage beyond the applicable Usage Limits;
• We may monitor usage to ensure compliance with applicable limits.

Trial access, if provided, is limited in time and scope and may be modified, suspended, or terminated at any time without liability.

The Service may be provided on a paid Subscription basis or as a trial.

Where a trial is offered, the Customer is granted access to the Service for a limited trial period of up to thirty (30) days and/or up to one million (1,000,000) processed events, whichever limit is reached first ("Trial Limits").

The Customer acknowledges and agrees that:

• Trial access automatically ends once either Trial Limit is reached;
• We are not obligated to continue providing access beyond the Trial Limits;
• We may technically enforce Trial Limits, including by automatically restricting or disabling access to the Service.

Where the Customer continues the Service after the trial period, the applicable fees, billing frequency, and Subscription terms will be specified in an Order Form or pricing page.

All paid Subscriptions are based on fixed Usage Limits per Subscription tier. Access to the Service is strictly limited to the applicable Usage Limits, and additional usage beyond these limits is not permitted unless the Customer upgrades to a higher Subscription tier.

All fees are exclusive of VAT and any other applicable taxes, unless stated otherwise.

Invoices must be paid within the agreed payment terms. Failure to pay may result in immediate suspension or restriction of access to the Service.

All payments are final and non-refundable except where required by mandatory law or expressly agreed in writing.

We aim to provide a reliable and continuous Service, but we do not guarantee uninterrupted, timely, secure, or error-free operation.

The Service is provided on an "as is" and "as available" basis. We do not guarantee that the Service will be free from bugs, errors, or performance issues.

We may perform maintenance, updates, or modifications to the Service at any time, which may result in temporary interruptions or reduced availability.

We do not provide any service level agreements (SLAs) unless explicitly agreed in writing.

Support is provided on a reasonable-efforts basis during business hours (Monday to Friday, 09:00-17:00 CET/CEST, excluding Dutch public holidays), unless otherwise agreed in writing. We do not guarantee response times or resolution times.

The Customer is solely responsible for:

• the correct implementation, configuration, and maintenance of tracking tags, data layers, and any related integrations required to use the Service;
• ensuring that it has all necessary rights, consents, and legal basis to collect, process, and transmit data to the Service;
• the accuracy, completeness, and legality of all Customer Data provided to or processed by the Service;
• validating and verifying the results, outputs, alerts, and insights generated by the Service before making any business decisions based on them;
• ensuring compliance with all applicable laws and regulations, including data protection and privacy laws.

The Customer acknowledges that the Service is dependent on third-party systems, including but not limited to analytics tools, tag managers, browsers, and network environments, and that we are not responsible for errors, data loss, or inaccuracies arising from such third-party systems.

8.1 Roles

To the extent that we process personal data on behalf of the Customer in connection with the Service, the Customer acts as the data controller and we act as the data processor.

Each party shall comply with its obligations under applicable data protection laws, including the General Data Protection Regulation (GDPR).

We shall process personal data only on documented instructions from the Customer, unless required otherwise by law.

A separate Data Processing Agreement (DPA), where applicable, forms part of these Terms.

8.2 Data Security

We implement commercially reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, loss, alteration, or destruction.

However, we do not guarantee that such measures will prevent all unauthorized access or security incidents.

9.1 Our Rights

All rights, title, and interest in and to the Service, including but not limited to software, code, algorithms, models, interfaces, designs, and documentation, are and remain exclusively owned by us or our licensors.

Nothing in these Terms transfers any ownership rights to the Customer.

9.2 Customer Data

The Customer retains ownership of its Customer Data. The Customer grants us a limited, non-exclusive license to process Customer Data solely to provide and improve the Service.

We may use aggregated and anonymized data derived from the use of the Service for analytics, benchmarking, and improving the Service, provided that such data does not identify the Customer or any individual.

Both parties agree to keep confidential about any non-public information obtained in connection with the use of the Service, and not to disclose such information to any third party without prior written consent, except as required by law. This obligation survives termination of these Terms.

We warrant that we have the legal right to provide the Service under these Terms.

Except as expressly stated, the Service is provided on an "as is" and "as available" basis.

We expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of accuracy, completeness, reliability, fitness for a particular purpose, or non-infringement.

We do not warrant that:

• the Service will be error-free or uninterrupted;
• data or outputs generated by the Service will be accurate or complete;
• the Service will meet the Customer's specific requirements.

The Contractor shall only be liable for damages suffered by the Client to the extent such damages are directly caused by wilful misconduct, gross negligence, or a material breach of the Terms attributable to the Contractor.

The Contractor shall not be liable for:

• indirect, incidental, special, consequential, or punitive damages;
• loss of profits, revenue, business, goodwill, or anticipated savings;
• loss, corruption, or unavailability of data;
• business interruption;
• damages arising from reliance on outputs, recommendations, analyses, or other results of the Service;
• fines, penalties, or other sanctions imposed by regulators or supervisory authorities, including under applicable data protection laws such as the GDPR, except to the extent such liability results directly from wilful misconduct or gross negligence of the Contractor.

In the event that the Contractor is held liable for any damages arising out of or in connection with the Service, the Contractor's total aggregate liability, regardless of the legal basis of the claim, shall be limited to the total fees paid by the Client for the Service during the twelve (12) months preceding the event giving rise to the claim, subject to a maximum of EUR 25,000.

We may suspend or terminate the Customer's access to the Service at any time, with or without prior notice, at our sole discretion. This includes (but is not limited to) situations where:

• the Customer breaches these Terms;
• payment obligations are not met;
• usage threatens the integrity or performance of the Service;
• we decide to discontinue the Service in whole or in part.

We are not liable for any damages or losses resulting from such suspension or termination.

We may modify or update these Terms from time to time.

Where changes are material, we will provide reasonable notice via the Service or email.

Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the revised Terms.

If the Customer does not agree to the updated Terms, the Customer must stop using the Service.

15.1 Governing Law

These Terms are governed by Dutch law. Any disputes arising from or relating to these Terms will be submitted to the exclusive jurisdiction of the courts in the Netherlands.

15.2 Entire Agreement

These Terms, together with any applicable order forms, addenda, and Data Processing Agreement, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements and understandings.

15.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.4 Waiver

A party's failure to enforce any provision of these Terms shall not be deemed a waiver of that party's rights.

15.5 Assignment

The Customer may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, or internet outages.

If you have questions about these Terms, please contact us at:

Cloud Nine Digital (part of LevelUp Group B.V.)
Email: support@cloudninedigital.nl

By using the Service, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.